Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 23, 2005


Foot Locker, Inc.

(Exact Name of Registrant as Specified in its Charter)


New York



(State or other Jurisdiction
of Incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)


112 West 34th Street, New York, New York


(Address of Principal Executive Offices)

(Zip Code)


Registrant's telephone number, including area code: 212-720-3700


Former Name/Address
(Former name or former address, if changed from last report)




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 7.01.

Regulation FD Disclosure


Foot Locker, Inc. (the “Company”) is providing additional information with regard to certain statements made in response to analysts’ questions on its 2005 first quarter conference call held on May 19, 2005:


(a)       The Company has hedged a significant percentage of its transactional exposures related to the purchase of foreign currency denominated merchandise purchases for 2005. The Company does not expect foreign currency fluctuations as related to its estimated transactional exposures to have a material impact on its financial statements for the balance of 2005.


(b)        The Company has hedged a significant portion of its foreign exchange exposure related to translating the second quarter 2005 estimated profit of its Foot Locker Europe subsidiary from Euro currency into U.S. Dollars. To date, the Company has not hedged its estimated translation exposure for the second half of 2005.


Disclosure Regarding Forward-Looking Statements

The statements contained in paragraphs (a) and (b) above contain forward-looking statements, which reflect management’s current views of future events and financial performance. These forward-looking statements are based on many assumptions and factors detailed in the Company’s filings with the Securities and Exchange Commission, including the effects of currency fluctuations, customer demand, fashion trends, competitive market forces, uncertainties related to the effect of competitive products and pricing, customer acceptance of the Company’s merchandise mix and retail locations, the Company’s reliance on a few key vendors for a majority of its merchandise purchases (including a significant portion from one key vendor), unseasonable weather, risks associated with foreign global sourcing, including political instability, changes in import regulations, disruptions to transportation services and distribution, economic conditions worldwide, any changes in business, political and economic conditions due to the threat of future terrorist activities in the United States or in other parts of the world and related U.S. military action overseas and the ability of the Company to execute its business plans effectively with regard to each of its business units. Any changes in such assumptions or factors could produce significantly different results. The Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise.












Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.






Date: May 23, 2005


/s/ Peter D. Brown



Vice President – Investor Relations and Treasurer